TCRLA_Public/040317.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                    L A T I N   A M E R I C A

           Wednesday, March 17, 2004, Vol. 5, Issue 54

                            Headlines


A R G E N T I N A

CABLEVISION: 2003 EBITDA Improves to Ps. 230.7M
CABLEVISION: Liberty Media Plans to Separate Int'l. Businesses
CABLEVISION: Fitch Affirms Liberty Media At 'BBB-' Ratings
DISCO: Cencosud Expects To Retain Control Despite Comments
* IADB Head Sees Growth in Argentina Despite Current Woes


B E R M U D A

FOSTER WHEELER: 4Q03 Net Loss Shrinks to $81M
TYCO INTERNATIONAL: To Hold Shareholder AGM on March 25


B R A Z I L

AMBEV: Outlook Brightens For Interbrew Merger
BANCO VOTORANTIM: S&P Assigns 'B+' to $50M Bond
BOMBRIL: To Be Included in Parent's Liquidation
ELETROPAULO METROPOLITANA: Creditors Approve Debt Proposal
EMBRATEL: MCI Enters Definitive Deal To Sell Stake To Telmex

EMBRATEL: Rejected Bidder Threatens Legal Action
EMBRATEL: Receives Notification From MCI Regarding Telmex Deal
EMBRATEL: MCI Completes Restatement, 2002 Audit
PARMALAT BRASIL: Court Reinstates Rocha As Administrator
VARIG: Awaits Aerolineas' Offer To Buy Pluna Stake


C H I L E

AES GENER: S&P Upgrades Corporate Credit Rating to `BB+'


E C U A D O R

PETROECUADOR: Declares State of Emergency To Hasten Sote Repair


M E X I C O

DESC: Credit Ratings Affirmed, CreditWatch Removed
DESC: Moody's Taxed Mixed Ratings Actions
EMPRESAS ICA: Settles Bond Payment
SIDEK-SITUR: Sells Hotels for $100M


P E R U

* Peru Advances in IMF Talks


     - - - - - - - - - -


=================
A R G E N T I N A
=================

CABLEVISION: 2003 EBITDA Improves to Ps. 230.7M
-----------------------------------------------
Cablevision S.A. ("CableVision"), the largest multiple system
operator (MSO) in Argentina, reported for 2003 revenues from
services of Argentine Pesos ("Ps.") 656.4 million and earnings
before interest, taxes, depreciation, amortization and non-cash
reserves ("EBITDA") of Ps. 230.7 million. When compared to 2002,
revenues decreased in 2003 by Ps. 58.9 million or 8.2%, and
EBITDA increased in 2003 by Ps. 45.9 million or 24.8% (see
explanatory paragraph below). When calculated in US Dollar
terms, revenues and EBITDA increased by 17.2% and 41.3%
respectively.

In 2002, the Argentine Government issued a decree, which, among
other things, provided for the restoration of inflation
accounting and instructed the Comision Nacional de Valores (the
"CNV") to issue specific procedures governing its application.
On July 25, 2002 the CNV issued Resolution Nø415 which
established the application of inflation accounting procedures
starting January 1, 2002, to any financial statements filed
subsequent to the date of that resolution. With an effective
date of March 1, 2003, the CNV, through its Resolution Nø441,
discontinued this methodology, thus eliminating the adjustment
for inflation.

As a result, amounts for 2002, presented herein for comparative
purposes, have been restated in constant pesos as of February
28, 2003, using the inflation rate measured by the domestic
wholesale price index. Likewise, amounts for the period from
January 1, 2003 to February 28, 2003 have also been restated in
constant pesos as of that date.

Impact of Macroeconomic Changes on CableVision

The repeal of the Convertibility Law and the devaluation of the
peso against the US Dollar, together with the deepening
recession and unemployment, have severely impacted the cash flow
of CableVision, both in real and US Dollar terms. All of
CableVision's revenues are Peso generated, while a portion of
its costs and more than 90% of its debt is denominated in US
Dollars. In light of this, CableVision, like many other
Argentine issuers, is not presently making interest or principal
payments on its dollar-denominated debt outstanding as of
December 2001:

- On February 18, 2002, we reported that we had failed to reach
an agreement to extend the maturity of our Series 11 Notes.

- On each of March 4, 2002, August 27, 2002, and February 24,
2003, we announced that we would not make US$6.25 million
interest payments (total US$18.75 million) due on our Series 9
Notes. On February 24, 2003, we announced that we would not make
the scheduled payment of US$100 million principal due on the
maturity of our Series 9 Notes on March 2, 2003.

- On each of April 26, 2002, October 24, 2002, April 23, 2003,
and October 23, 2003, we announced that we would not make
US$17.2 million interest payments (total US$68.8 million) due on
our Series 10 Notes.

- On each of April 26, 2002, October 24, 2002, April 23, 2003,
and October 23, 2003, we announced that we would not make
US$18.9 million interest payments (total US$75.6 million) due on
our Series 5 Notes.

As a consequence of this unprecedented economic crisis and the
collapse of the banking system, CableVision's only source of
cash is the cash flow from its operations, since it has no
access to credit in the domestic or international markets.

On September 2, 2003 CableVision launched a proposal to
restructure its debt through an Acuerdo Preventivo Extrajudicial
(APE) which was supplemented on February 3, 2004 and expired at
5:00 p.m., New York City time, on March 2, 2004. The debt
included in the proposal is Series 5 13.75% Notes due 2009,
Series 9 12.50% Notes due 2003, Series 10 13.75% Notes due 2007,
Series 11 Floating Rate Notes due 2002, and certain financial
indebtedness, capital expenditure financing indebtedness and
indebtedness with former suppliers.

As of 5:00 p.m., New York City time, on March 2, 2004,
CableVision has received consents and commitments to the APE
from a sufficient number of holders and amount of the debt
described above to file the APE in accordance with the
provisions of Argentine Bankruptcy Law No. 24,522, as amended.
The Company intends to file the APE with a commercial court in
the City of Buenos Aires for court approval as promptly as
practicable.

Year ended December 31, 2003 vs. Year ended December 31, 2002

As discussed above, effective March 1, 2003, the CNV, through
Resolution No. 441, discontinued inflation adjustment
accounting. As a result, amounts for 2002 presented herein for
comparative purposes, have been restated in constant pesos as of
February 28, 2003, using the inflation rate measured by the
applicable domestic wholesale price index. The same has been
done for the period from January 1, 2003 to February 28, 2003,
restating those figures using the same constant pesos as of
February 28, 2003.

During 2003, CableVision had revenues from services provided of
Ps. 656.4 million, a decrease of 8.2% compared to Ps. 715.3
million registered in 2002. The decrease is attributable to (i)
the decrease in the basic fee in real terms as a consequence of
the inflationary environment in Argentina, and (ii) the lower
number of average subscribers during 2003 compared to 2002.

By the end of 2003, in comparison with the end of 2002,
CableVision experienced a gain of approximately 22,900 basic
subscribers or 2% of its subscriber base.

Programming costs decreased by 20.2% to Ps. 176.7 million in
2003 from Ps. 221.3 million in 2002. This decrease is
principally attributable to the reduction in real terms of the
programming costs in 2003 as a result of inflation, as our
programming cost increases were lower than the rate of
inflation. Total programming costs as a percentage of gross
cable revenues were 30.8% and 34.1% in 2003 and 2002,
respectively.

CableVision's salaries, social security taxes and other payroll
expenses decreased by 17.7% to Ps. 83.4 million in 2003, from
Ps. 101.3 million in 2002 principally due to a decrease in
salaries in real terms.

Depreciation expense decreased by 18.2% to Ps. 160.7 million in
2003 from Ps. 196.5 million in 2002. The decrease is principally
attributable to the full depreciation of certain equipment as of
December 31, 2002.

Other costs decreased by 20.3% to Ps. 165.7 million in 2003 from
Ps. 208.0 million in 2002 principally due to:

(i)  the decrease in real terms of the majority of CableVision's
     other operating costs, and

(ii) a significant reduction in bad debt expenses.

In 2003, the company registered a financial gain (including the
effect of exposure to inflation) of Ps. 33.6 million, compared
to a financial loss of 1,217.9 million registered in 2002. The
variation is principally due to:

(i)  the reduction in the US Dollar exchange rate, which
     decreased from Ps.3.37 per US Dollar at December 2002 to
     Ps.2.93 per US Dollar at the end of December 2003 and

(ii) the losses for exchange rate differences during 2002 as a
     consequence of the devaluation of the peso (from Ps.1.00
     to Ps.3.37 per US Dollar) applied to the net monetary
     position in US Dollar.

As a consequence of the factors described above, CableVision's
EBITDA and net income for 2003 were Ps. 230.7 million and Ps.
99.9 million, respectively, compared to Ps. 184.8 million and a
loss of Ps. 1,400.4 million in 2002. In US Dollar terms, EBITDA
increased by 41.3% to US$79.1 million in 2003 from US$56.0
million registered in 2002.

CableVision is the largest cable company in Argentina, based on
the number of subscribers served, which, as of December 31,
2003, was approximately 1.2 million. CableVision believes that
it has the most technologically advanced distribution network in
the country. Its network passes approximately 3.5 million homes,
of which 88% are passed by cable plant with a bandwidth capacity
of at least 450 Mhz, including approximately 50% that are passed
by cable plant with a bandwidth capacity of 750 Mhz.

CableVision's shareholders are VLG Argentina LLC with a 50%
ownership interest, and companies affiliated with Hicks, Muse,
Tate & Furst, Incorporated with the remaining 50% ownership
interest in CableVision, which jointly appoint management and
control CableVision.

To see financial statements:
http://bankrupt.com/misc/CableVision.pdf

CONTACT:  Santiago Pena
          (5411) 4778-6520
          E-mail: spena@cablevision.com.ar

          Martin Pigretti
          (5411) 4778-6546
          E-mail: mpigretti@cablevision.com.ar

Web site: http://www.cablevision.com.ar


CABLEVISION: Liberty Media Plans to Separate Int'l. Businesses
--------------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMCB) announced Monday that
it intends to spin-off to its shareholders a separate company
comprised of its international businesses. The transaction,
which is intended to be tax-free to shareholders, will create a
new publicly-traded company called Liberty Media International,
Inc. (LMI).

LMI will be comprised of Liberty Media's interests in various
broadband and content businesses operating principally in
Europe, Japan and Latin America.

Latin American holdings include Chilean cable television
operators VTR GlobalCom and Metr¢polis Intercom, Cablevision
Argentina, Digital Latin America and Liberty Cablevision of
Puerto Rico. VTR and Metropolis are currently seeking approval
from Chile's competition regulators to merge, despite
controlling 100% of the country's cable television customers.

Within the coming weeks, Liberty Media will make the appropriate
SEC filings with completion of the transaction expected to occur
in the early- Summer.

The transactions are subject to completion of definitive
agreements and customary closing conditions, including
regulatory and other third party consents and approvals.

CONTACT:  Liberty Media Corporation
          Mike Erickson, +1-877-772-1518.

Web site:
http://libertymedia.com/investor_relations/default.htm/


CABLEVISION: Fitch Affirms Liberty Media At 'BBB-' Ratings
----------------------------------------------------------
Fitch Ratings has affirmed Liberty Media's (Liberty) 'BBB-'
senior unsecured debt rating following its announcement of a
planned tax-free spin-off, structured as a stock dividend, of
its international assets to its existing shareholders. Of the
over 12 international investments to be spun-off, the largest is
Liberty's 55% equity/92% voting consolidated subsidiary,
UnitedGlobalCom, Inc. (UGC). The planned spin-off also includes
Liberty's investments in Japanese media and communications
companies -- Jupiter Telecommunications (45% owned by Liberty)
and Jupiter Programming (50% owned). Other international assets
to be spun-off are significantly smaller in size in terms of
Liberty's equity stake. Liberty has approximately $15.9 billion
of accreted debt (including UGC's debt). The Rating Outlook is
Stable.

The rating affirmation reflects Fitch's belief that the spin-off
will alleviate negative pressure on Liberty's credit profile by
removing riskier, highly leveraged assets with weak cash flow
from Liberty's asset portfolio. Liberty's credit profile had
been strained as a result of Liberty's partially debt financed
$7.9 billion acquisition of QVC in September 2003; unfavorable
renegotiation of a significant distribution contract between
Starz Encore, a 100%-owned subsidiary of Liberty, and Comcast;
as well as Liberty's increase in control of UGC in January 2004,
which resulted in the consolidation of an additional $3.9
billion of debt on its balance sheet. While Liberty's $4.5
billion two-year debt reduction plan announced last November was
viewed as a positive rating factor, the international assets in
particular, UGC, are highly leveraged and acquisitive and could
have potentially reduced Liberty's financial flexibility within
its current rating category.

Fitch anticipates that the transaction will reduce Liberty's
consolidated debt by approximately $3.9 billion, primarily
issued by UGC, which will remain at the spun-off entity, Liberty
Media International, Inc. (LMI). Assuming that all the
international subsidiaries were owned since the beginning of the
year, these assets represented over $600 million or slightly
over 30% of Liberty's consolidated EBITDA, pro forma for the new
Starz-Comcast contract. While Fitch believes that Liberty
generates positive free cash flow, primarily driven by its 98%
subsidiary, QVC, it remains low relative to EBITDA at under 15%.
The spin-off of certain subsidiaries, such as Jupiter
Telecommunications and Jupiter Programming, would not impact
consolidated debt or EBITDA as Liberty's ownership represents
less than 50%.

Fitch also notes that significant ties will continue to exist
between Liberty and LMI. These ties include the same controlling
shareholder for both companies with Dr. John Malone expected to
be the largest shareholder of LMI coupled with his largest
voting percentage, approximately 28%, in Liberty. Although LMI
is expected to have a separate board of directors, it is likely
that Dr. Malone, the Chairman of the Board of Directors for
Liberty, will also sit on the new Board of Directors. Also, some
members of Liberty's current management team are expected to
continue to hold management positions within the new spun-off
company. Fitch will continue to evaluate the extent to which
Liberty eliminates potential conflicts of interest.

Following the spin-off, Fitch anticipates that Liberty's credit
profile will remain consistent with its current rating. This
assessment is based on Fitch's hybrid approach which balances
standard credit protection measures and Liberty's large
investment portfolio. Following the transaction, the quality of
Liberty's asset composition will improve more comfortably within
the 'BBB-' rating category. Pro forma for certain recent
transactions, Liberty's asset value to net debt will improve to
approximately the mid-4 times (x) range from approximately the
mid-3x range. Asset value reflects the pre-tax value of
Liberty's public plus private investments less cash. Fitch
estimates Liberty's pro forma accreted debt, excluding the debt
held at the international assets, at approximately $12 billion.
Pro forma cash and short-term investments are estimated at
approximately $2 billion. Interest coverage (pro forma for the
Starz-Comcast contract and debt reduction) will likely improve
slightly, but still remains in the 2.4-2.6 x range.

Fitch recognizes that despite the spin-off of the international
assets, Liberty will remain highly diversified with investments
in over 27 companies. Fitch also considers the positive
operating performance of certain key strategic equity
investments including News Corp., InterActiveCorp, and Discovery
Communications. Concerns continue to focus on Liberty's
acquisitive nature, which has in the past weakened its credit
profile. After the spin-off, Liberty will likely continue to
pursue greater control over its investments similar to its
buyout of QVC. Fitch also acknowledges that Liberty's strategy
for share repurchasing activity remains unclear, and could be
significant going forward.


DISCO: Cencosud Expects To Retain Control Despite Comments
----------------------------------------------------------
Chilean retailer Cencosud SA announced it is keen on keeping
Disco despite jitters caused by comments from a high-ranking
official of the Argentinean government that expressed opposition
to its purchase of the supermarket chain. Though the government
still has to rule on the purchase, Cencosud will still try to
keep Disco, notwithstanding comments made by Patricia Vaca
Narvaja, the undersecretary for Defense of Competition and the
Consumer.

Undersecretary Narvaja has said Tuesday that she is "strongly
opposed" to the sale since it would lead to concentration in the
sector and therefore harm consumers. Incidentally, the fate of
the Cencosud-Disco deal lies in the hands of an independent
committee run by Undersecretary Vaca Narvaja's office. Once the
relevant papers are presented by the companies, the committee
has 45 working days to make a decision on the case, though this
period can be extended.

Cencosud President Horst Paulmann has said that if need be, the
company might even take the cudgels for Disco in its legal
troubles. Disco owes the Argentinean government some ARS300
million in taxes and fines, among other things.

Cencosud said Friday that it would pay around US$315 million to
buy Disco from Dutch retail giant Royal Ahold NV. The purchase
would give Cencosud a 22% market share in Argentina's
supermarket sector.


* IADB Head Sees Growth in Argentina Despite Current Woes
---------------------------------------------------------
Argentina's financial woes notwithstanding, the head of the
Inter-American Development Bank has expressed optimism about
growth for Argentina, and that a four-year lending program with
the government would be in the works shortly, Reuters reports.

IADB president Enrique Iglesias said the lending program would
focus mainly on support for social programs, infrastructure and
small businesses. It is to be discussed in Buenos Aires at the
end of the month.

He added that the bank was not thinking of reducing its exposure
to Argentina, which suffered a record debt default in early 2002
and has since failed to reach an agreement with private
creditors holding about US$88 billion in defaulted bonds.

In an agreement with the International Monetary Fund last week,
Argentina agreed to "meaningful" negotiations with the
creditors. A restructuring deal would help it return to world
investment markets.

Mr. Iglesias regards the IMF-Argentina agreement as "good news."

"The agreement reached with the IMF and initiation of talks with
creditors is good news and makes the future look a lot more
promising," he told journalists ahead of the IADB's annual
meeting in Peru from March 29.

Iglesias said Argentina's "vigorous" 8 percent growth last year,
and an expected 3 to 5 percent growth in 2004, showed it had the
ability to respond to economic policies agreed in a $13.3
billion loan deal with the IMF in September.

"We are optimistic that they're going to have major growth in
the coming years and the bank will be working with them,"
Iglesias said. "We will come up with a lending program to
support their economic growth. Our outlook is positive," he
added.



=============
B E R M U D A
=============

FOSTER WHEELER: 4Q03 Net Loss Shrinks to $81M
---------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) reported Monday a net loss
for the fourth quarter 2003 of $81.0 million, or $1.98 per
diluted share, which included a non-cash asbestos charge of
$68.1 million, detailed below, and charges of $16.1 million for
professional services and severance benefits driven by the
company's restructuring process. This compares with a net loss
of $112.1 million, or $2.73 per diluted share, for the same
quarter last year. Revenues for the fourth quarter of 2003
totaled $1,158.4 million compared with $995.4 million in the
fourth quarter of last year.

For the year ended December 26, 2003, revenues were $3.8
billion, up 6% from last year. Excluding the impact of the sale
of the assets of the environmental business in the first quarter
of 2003, revenues were up 13%. The net loss for the year was
$157.1 million, which included net pre-tax charges of $151.7
million, compared with a net loss of $525.2 million for the year
2002, which included net pre-tax charges of $545.9 million.

"During 2003, we saw tangible evidence that our operational
turnaround is yielding positive results," said Raymond J.
Milchovich, chairman, president and chief executive officer.
"For the first time in four years, and in some of the most
challenging market conditions in a decade, our North American
power unit returned to profitability. This turnaround was a key
contributor to the improvement in our domestic liquidity during
the year. Our European businesses continue to perform strongly
and generate significant cash flow. Each of our units met or
exceeded the operating plan we established for them in 2003 and
we look forward to building on this success in 2004."

"Our improved liquidity resulting from solid worldwide operating
performance, coupled with the anticipated financial benefits of
our proposed equity for debt exchange offer, enabled us to
discontinue previously announced plans to divest one of our
European operating units," continued Mr. Milchovich. "We are now
focused on finalizing our balance sheet restructuring initiative
with a goal of completing our exchange offer by the end of May.
This transaction will significantly reduce our debt and create a
stronger financial base which will better support our operating
companies in the marketplace."

"Foster Wheeler has a long history of delivering exceptional
quality and service to a sophisticated client base which
includes global leaders in the oil/gas, energy and
pharmaceuticals sectors. A top priority for 2004 will be to
increase our backlog with bookings of high quality business,"
concluded Mr. Milchovich.

Worldwide, total cash and short-term investments at year-end
2003 were $430.2 million, compared with $470.1 million at the
end of the third quarter of 2003, and $429.4 million at year-end
2002. Of the $430.2 million in cash and short-term investments
at year-end 2003, $366.7 million was held by non-U.S.
subsidiaries. As of December 26, 2003, the company's
indebtedness was $1.0 billion, down $61 million from the end of
the third quarter of 2003 and down $91 million from year-end
2002.

Bookings and Segment Performance

New orders booked during the fourth quarter of 2003 were $457.7
million compared with $550.7 million in the fourth quarter of
last year, excluding environmental orders of $17.0 million. The
company's backlog was $2.3 billion, compared with $3.6 billion
at the end of the fourth quarter of 2002, excluding $1.8 billion
related to the environmental business.

Fourth-quarter new bookings for the Engineering and Construction
(E&C) Group were $114.7 million, down from $289.0 million during
the year-ago quarter, excluding the environmental orders. The
Group's backlog was $1.3 billion, compared with $2.2 billion at
quarter-end 2002, excluding the environmental backlog. Revenues
for the E&C Group in the fourth quarter of 2003 were $765.9
million, up 56% compared with $489.5 million in the fourth
quarter of 2002, excluding environmental revenues of $94.2
million. Both the UK and Continental Europe recorded significant
revenue increases. The Group's earnings before income taxes,
interest expense, depreciation and amortization (EBITDA) were
$16.9 million this quarter, compared with a negative EBITDA of
$30.1 million for the same period last year.

New bookings in the fourth quarter for the Energy Group were
$340.6 million, compared with $264.8 million in fourth quarter
2002. Backlog at quarter-end was $946 million, compared with
$1.4 billion at quarter-end 2002. Energy Group revenues for the
quarter were $397.4 million, down from $421.7 million in the
same quarter of 2002, as improvements in the European power
business were more than offset by the U.S. power operations
decline. The Group's EBITDA for the quarter was $50.6 million
compared with a negative EBITDA of $5.7 million last year.
Operations in Europe continued to improve on revenue growth
while the U.S. business benefited from cost reductions and
better execution on existing projects.

Non-Cash Charge Related to Asbestos

In the fourth quarter of 2003, the company recorded a non-cash
charge of $68.1 million related to potential asbestos liability.
The company received a somewhat larger number of claims in 2003
than had been expected, which resulted in an increase in the
projected liability related to asbestos. In addition, the size
of the company's insurance assets was reduced due to the
insolvency of a significant carrier in 2003. The company expects
to reverse $15 million of the $68.1 million non-cash charge in
the first quarter of 2004 upon additional settlements with
insurance carriers.

The company currently projects that, even with the charge and
the reduced size of the insurance assets, the company will not
be required to fund asbestos liabilities from its cash flow for
at least six years. The company plans to continue its strategy
of settling with insurance carriers by monetizing policies or
arranging coverage in place agreements. This strategy is
designed to reduce cash payments from the company to cover
future asbestos liabilities.

Calculation of EBITDA

Management uses several financial metrics to measure the
performance of the company's business segments. EBITDA is a
supplemental, non-generally accepted accounting principle (GAAP)
financial measure. EBITDA is defined as earnings (loss) before
taxes (before goodwill charge), interest expense, depreciation
and amortization. The company presents EBITDA because it
believes it is an important supplemental measure of operating
performance. A reconciliation of EBITDA, a non-GAAP financial
measure, to net earnings/(loss), a GAAP measure, is shown on
this link --
http://bankrupt.com/misc/RECONCILIATION_OF_EBITDA_TO_NET_EARNING
S.htm.

The company believes that the line item on its consolidated
statement of operations entitled "net earnings (loss)" is the
most directly comparable GAAP measure to EBITDA. Since EBITDA is
not a measure of performance calculated in accordance with GAAP,
it should not be considered in isolation of, or as a substitute
for, net earnings (loss) as an indicator of operating
performance. EBITDA, as the company calculates it, may not be
comparable to similarly titled measures employed by other
companies. In addition, this measure does not necessarily
represent funds available for discretionary use, and is not
necessarily a measure of the company's ability to fund its cash
needs. As EBITDA excludes certain financial information compared
with net earnings (loss), the most directly comparable GAAP
financial measure, users of this financial information should
consider the type of events and transactions which are excluded.
EBITDA, adjusted for certain unusual and infrequent items
specifically excluded in the terms of the Senior Credit
Facility, is also used as a measure for certain covenants under
the Senior Credit Facility.

Foster Wheeler Ltd. is a global company offering, through its
subsidiaries, a broad range of design, engineering,
construction, manufacturing, project development and management,
research and plant operation services. Foster Wheeler serves the
refining, oil and gas, petrochemical, chemicals, power,
pharmaceuticals, biotechnology and healthcare industries. The
corporation is based in Hamilton, Bermuda, and its operational
headquarters are in Clinton, New Jersey, USA.

To see financial statements:
http://bankrupt.com/misc/Foster_Wheeler.txt

Company Web site: http://www.fwc.com


TYCO INTERNATIONAL: To Hold Shareholder AGM on March 25
-------------------------------------------------------
Tyco International Ltd. (NYSE: TYC; BSX: TYC) will hold its
Annual General Meeting of shareholders on March 25, 2004 at its
United States Surgical facility in North Haven, Conn. The
meeting will begin at 9 a.m. EST.

Tyco Chairman and Chief Executive Officer Edward D. Breen will
preside at the meeting and give an overview of the company's
progress. Shareholders will also vote on seven proposals at the
meeting. Investors and others who are interested may listen to
the meeting on Tyco's Web site at
http://investors.tyco.com/medialist.cfm.

Tyco International Ltd. is a diversified manufacturing and
service company. Tyco is the world's leading provider of both
electronic security services and fire protection services; the
world's leading supplier of passive electronic components; a
world leader in the medical products industry; and the world's
leading manufacturer of industrial valves and controls. Tyco
also holds a strong leadership position in plastics and
adhesives. Tyco operates in more than 100 countries and had
fiscal 2003 revenues from continuing operations of approximately
$37 billion.



===========
B R A Z I L
===========

AMBEV: Outlook Brightens For Interbrew Merger
---------------------------------------------
Despite lingering questions, the upcoming merger between
Brazilian brewer Companhia da Bebidas das Americas SA's (ABV)
and Belgian beer giant Interbrew SA (INTB.BT) is being viewed
more favorably by bondholders and credit rating agencies, Dow
Jones Newswires reports.

Fitch Ratings put AmBev's single-B plus foreign currency rating
on Watch Positive, citing that AmBev would generate more than a
third of its earnings in dollars after assuming Interbrew's
stakes in Canada's Labatt and Mexico's Femsa Cerveza, and that
the company would be more insulated from risks that the unstable
Brazilian currency and economy could bring about.

Soon after, Standard & Poor's put AmBev's single-B plus foreign
currency rating on CreditWatch last week with positive
implications. An upgrade would mark the first time since 1999
that S&P has rated a Brazilian company better than its
government.

"We would have to evaluate a lot of things now, but basically we
have seen only positives on this deal," said Jean-Pierre Cote
Gil, an analyst at S&P in Sao Paulo.

Moody's Investors Service, for their part, affirmed the
company's B2 credit rating last week, citing "uncertainties"
that could have either a positive or negative impact on the
company's ratings.

Dealers are valuing AmBev's bonds due in 2011 at around 122% of
their face value, or 7 percentage points more than they had been
before the US$11 billion deal was announced last week.

The merger would create the world's largest brewer by volume,
that is, if it manages to clear regulatory hurdles and
shareholder lawsuits.

However, market participants still have to wait and see what the
company's new debt obligations would be after the merger. Until
the deal is closed, the company doesn't expect to know how its
total debt burden will change as a result of the tie-up with
Interbrew.

Part of the deal involves AmBev's assuming another US$1.5
billion of Labatt debt, bringing the revamped Brazilian
company's net debt level to around US$2.6 billion, but it's not
clear who would repay which of these debts.

"We haven't decided what would be the perfect structure" for the
new debt burden, said a source from AmBev. "Labatt should be
responsible for their debt," the source added.

Ambev seems capable of handling its expanded debt burden though.
The source said that when AmBev's newly amplified earnings are
taken into account, its ratio of net debt to EBITDA would then
amount to around 1.4 times, only slightly higher than the 1
times coverage reported at the end of last year.

Despite the brighter outlook, how much money the new AmBev,
whose stock will continue to trade separately at least
initially, will actually generate in the years to come is still
anyone's guess. It would be dependent on a range of factors, the
value of the local currency included. The bulk of the new
entity's revenue will come from Brazilian operations, and
AmBev's domestic beer sales dropped 4.7% last year as the local
economy slumped.


BANCO VOTORANTIM: S&P Assigns 'B+' to $50M Bond
-----------------------------------------------
Standard & Poor's Ratings Services assigned Monday its 'B+'
foreign currency long-term credit rating to Banco Votorantim
S.A.'s $50 million bond to be issued on March 19, 2004, maturing
on March 19, 2007. The local currency credit ratings on the bank
are 'BB/Stable/B'; the foreign currency credit ratings are
'B+/Positive/B'.

"The ratings on Banco Votorantim S.A. benefit from the implicit
support of the Votorantim Group (local currency, BBB-/Stable/-;
foreign currency, B+/Positive/-), the group's strong brand-name
recognition, the bank's experienced management team, and its
efficient decision-making processes," said Standard & Poor's
credit analyst Tamara Berenholc.

The ratings also consider the potential risks associated with
the bank's treasury business, with its exposure to sovereign
risk through its securities portfolio, a common issue for
Brazilian banks and the risks related to the economic
environment in Brazil.

ANALYSTS:  Tamara Berenholc, Sao Paulo (55) 11-5501-8950
           Daniel Araujo, Sao Paulo (55) 11-5501-8939


BOMBRIL: To Be Included in Parent's Liquidation
-----------------------------------------------
Attilio Zimatore, the state-appointed administrator of Italian
company Cirio Finanziaria, said the company's Brazilian
household goods division Bombril will be sold, according to
just-food.com. The sale will assist Cirio as it seeks to turn
itself around after defaulting on EUR1.1 billion (US$1.346
billion) bonds late 2002.

Cirio has come under pressure to sell its shares in Bombril by
both minority shareholders and the Brazilian stock market
regulator, reported ANSA.

Currently, administrators are also investigating offers for
Cirio's other subsidiary interests.


ELETROPAULO METROPOLITANA: Creditors Approve Debt Proposal
----------------------------------------------------------
Brazil's largest power distributor, Eletropaulo Metropolitana,
announced late Friday that its proposal to reschedule BRL2.3
billion in debt owed to private banks has been accepted by its
creditors, relates Dow Jones. The Company, a unit of U.S. power
group AES Corp. (AES), said the proposal was accepted by
creditors representing 100% of the debt, which is more than the
required 90%.

Under the terms of the agreement, Eletropaulo will swap the
current debt for new debt instruments, which will be paid in
four installments between 2006 and 2008. Before the
restructuring, maturities were in 2003, 2004 and 2005,
Eletropaulo said.

The rescheduling significantly reduced Eletropaulo's dollar-
linked debt to about 30% of the total debt included in the
operation, the Company said.

Eletropaulo said the risk of default in the short term has been
eliminated with the deal, which aligns the Company's debt with
its cash-flow generation, and will significantly improve its
credit ratings.

Eletropaulo missed three $25-million debt payments to the pool
of about 30 banks last year and has been trying to renegotiate
its obligations since September 30. Banks include Bank Boston,
Deutsche Bank and JP Morgan.

The distributor has been trying to reach a deal with creditors
to be eligible for a loan from Brazil's development bank BNDES,
which requires applicants to renegotiate short-term debt.

CONTACT:  ELETROPAULO METROPOLITANA
          Avenida Alfredo Egidio de Souza Aranha 100-B,
          13 andar 04726-270 San Paulo
          Brazil
          Phone: +55-11-548-9461, +55 11 5696 3595
          Fax: +55-11-546-1933
          URL: http://www.eletropaulo.com.br
          Contacts:
          Luiz D. Travesso, Chairman and President
          Orestes Gonzalves Jr., VP Finance/Investor Relations


EMBRATEL: MCI Enters Definitive Deal To Sell Stake To Telmex
------------------------------------------------------------
MCI (WCOEQ, MCWEQ) and Telefonos de Mexico, S.A. de C.V. (BMV:
TELMEX; NYSE: TMX; NASDAQ: TFONY; LATIBEX: XTMXL) have entered
into a definitive agreement to sell MCI's investment in Embratel
Participa‡oes (NYSE: EMT; BOVESPA: EBTP3, EBTP4) to Telefonos de
Mexico (TELMEX) for $360 million in cash. Completion of the sale
is subject to approval by the U.S. Bankruptcy Court and
Brazilian regulatory authorities with filings to antitrust and
securities authorities. The TELMEX offer was approved by both
the MCI Board of Directors and the Official Committee of
Unsecured Creditors.

The investment in Embratel is a 19.26 percent economic interest
and a 51.79 percent voting interest. The sale of MCI's
investment in Embratel will have no impact on MCI's customers in
Brazil, whose service from Embratel will continue as usual.

"MCI will have an ongoing relationship with Embratel, enabling
us to continue to provide our Brazilian customers with the
highest quality services," said Jonathan Crane, MCI executive
vice president and chief strategy officer. "Through Embratel,
and ultimately, TELMEX, MCI will have the opportunity to deploy
new technologies and services to more business customers in
South America."

"Brazil is South America's largest economy and Embratel is among
Brazil's most highly respected and competitively-driven
telecommunications companies," said Jose Formoso, executive vice
president of TELMEX international operations. "This combination
presented extremely attractive opportunities to TELMEX - to
establish our presence in a growing market and to work alongside
Embratel to continue building upon the solid business and
service reputation they have established in Brazil. We look
forward to a successful partnership with Embratel and its
employees."

About WorldCom, Inc.
WorldCom, Inc. (WCOEQ, MCWEQ), which, together with its
subsidiaries, currently conducts business under the MCI brand
name, is a leading global communications provider, delivering
innovative, cost-effective, advanced communications connectivity
to businesses, governments and consumers. With the industry's
most expansive global IP backbone, based on the number of
company-owned points-of-presence (POPs), and wholly-owned data
networks, WorldCom develops the converged communications
products and services that are the foundation for commerce and
communications in today's market. For more information, go to
http://www.mci.com.

About TELMEX
TELMEX is Mexico's leading telecommunication company, with 15.4
million lines in service, 2.2 million lines for data
transmission and 1.4 million Internet access accounts. TELMEX
offers telecommunication services through a digital fiber optic
network with an extension of over 74 thousand kilometers. TELMEX
and its subsidiaries are offering a wide range of communication,
data and video transmission and Internet access services, as
well as integral telecommunication services for its corporate
clients. You can find more information on TELMEX at
www.telmex.com.

PR Contact:  Name:  Les Kumagai
             Tel:  800-644-NEWS

PR Contact:  Name:  Gregory Pettit
             Role:  Investors
             Tel:  (877) 624-9266


EMBRATEL: Rejected Bidder Threatens Legal Action
------------------------------------------------
Just hours after it announced the US$360-million sale of its
controlling stake in Embratel to Telmex, MCI is faced with a
potential roadblock that could at least delay the completion of
the deal and perhaps, its aim to emerge from bankruptcy in
April, according to an AP Online report

An unnamed source close to the consortium of Brazil's three-
largest wireline phone companies - Telemar, Brasil Telecom
Participacoes and a Brazilian unit of Spain's Telefonica - said
that the group may file a challenge as early as Tuesday with the
U.S. court overseeing MCI's bankruptcy case.

The Brazilian group claims it was given no explanation for why
its US$550-million bid was rejected, and may ask for another
auction just as MCI is trying to wrap up its bankruptcy
reorganization, the source said.

Lawyers for the group also planned to advise that MCI creditors'
committee that a higher bid was declined, the source added.

MCI initially declined to comment on the matter, but then issued
a statement late in the day saying: "MCI approved the Telmex
offer based on the most current information available at the
time of evaluation."

"The Telmex bid was assessed by factors including valuation,
likelihood of regulatory approval and anticipated time to close.
MCI continues to act in the best interests of its creditors."

The Brazilian consortium may find it difficult to gain approval
for such a deal from Brazilian regulators, some observers say.

MCI hopes to emerge from bankruptcy protection by late April.
But legal experts said it was difficult to discern whether
Monday's developments would mark a new twist in MCI's
bankruptcy, the largest in U.S. history.

While MCI may have compelling reasons for choosing the Telmex
offer, MCI's creditors could argue that the company "should go
for the maximum money," said Lowell Peterson, a bankruptcy
lawyer at Meyer, Suozzi, English and Klein who represented
current and former MCI employees during an earlier stage of the
case.

A bidding controversy "may delay the final approval and getting
out of bankruptcy protection, but unless there's something here
that's more than meets the eye, it doesn't look like something
that would block it," Peterson said.

If Telmex ends up with Embratel, the Mexican company will become
a major player in Brazil's international and national long-
distance business as well as its growing data and corporate
communication market.


EMBRATEL: Receives Notification From MCI Regarding Telmex Deal
--------------------------------------------------------------
Embratel Participacoes S.A. (Embrapar) announced Monday that it
has been informed by MCI (WCOEQ, MCWEQ) that MCI has entered an
definitive agreement to sell its 19.26 percent economic interest
and a 51.79 percent voting interest in Embrapar to Telefonos de
Mexico, S.A. de C.V. (BMV: TELMEX; NYSE: TMX; NASDAQ: TFONY;
LATIBEX: XTMXL) (Telmex) for US$360 million in cash. Completion
of the sale is subject to approval by the U.S. Bankruptcy Court
and Brazilian regulatory authorities with filings to anti-trust
and securities agencies.

Embrapar was also informed by MCI that the Telmex offer was
approved by both the MCI Board of Directors and by its Official
Committee of Unsecured Creditors.

Embratel is committed to its customers, employees and
stockholders. "While this process is taking place, Embratel will
remain focused on serving corporate, government and residential
clients with the quality that has rendered its leadership
position as the premium telecommunications service provider in
Brazil", said Jorge Rodriguez, President of Embratel. The
Company will continue to endeavor to foster the interests of its
clients, employees, shareholders and various stakeholders.

Embratel is the premium telecommunications provider in Brazil
and offers and ample variety of telecom services -local and long
distance telephony, advanced voice, high-speed data
transmission, Internet, satellite data communications, and
corporate networks. The company is a leader in the country for
data services and Internet, and is highly qualified to be an
all-distance network carrier in Latin America. Embratel's
network spreads countrywide, with almost 29 thousand kms of
optic cables, which represents about one million and sixty-nine
thousand km of fiber optics.


EMBRATEL: MCI Completes Restatement, 2002 Audit
-----------------------------------------------
MCI (WCOEQ, MCWEQ) announced Friday it has filed its annual
report on Form 10-K for the year ended December 31, 2002 with
the Securities and Exchange Commission. The report contains the
Company's consolidated financial statements for 2002. In
addition, the report contains financial statements for 2001 and
2000 that are restatements of previously reported financial
results.

The restatement process included revalidation and correction of
accounting records, review of the accounting for all major
acquisitions dating back to 1993, reassessing the propriety and
appropriateness of the application of accounting principles, and
a re-audit of the financial statements. The restatements have no
impact on the Company's current operations or liquidity.

"This filing culminates the largest and most complex financial
restatement ever undertaken," said Bob Blakely, MCI executive
vice president and chief financial officer. "It is one of the
last remaining milestones on our path to emerge from Chapter 11
protection. We appreciate the dedication and hard work of the
MCI employees, as well as those at Deloitte & Touche, who
participated in this process, and KPMG who audited the
financials."

The restatement process resulted in adjustments to revenues,
expenses and earnings as well as write-downs of assets and
adjustments to liabilities. These adjustments and write-downs
resulted in a cumulative net reduction of $74.4 billion to
previously reported pre-tax income for 2000 and 2001.

"While these restatement adjustments are substantial they do not
have any impact on our current substantial liquidity position,"
said Blakely. At the end of 2003, the Company's consolidated
cash and cash equivalents was approximately $6 billion. The
largest category of restatement adjustments is impairment
charges resulting from write-offs of goodwill and write-downs in
the carrying value of other intangible assets and property,
plant and equipment in 2000 and 2001. The impairment charges for
2000 and 2001 total $59.8 billion.

Other significant restatement adjustments are related to the
Company's review of significant acquisitions as far back as
1993. As part of this review, fair value allocations and
purchase price calculations were re-performed. Restatement
adjustments to correct errors in the application of purchase
accounting for the acquisitions totaled $5.8 billion during 2000
and 2001.

The remaining restatement adjustments to 2000 and 2001 pre-tax
income total $8.8 billion. Included in this amount are $4.8
billion of charges to pre-tax income to correct access costs
that had been reduced either by the improper capitalization of
the expenditures as additions to property, plant and equipment
or by inappropriate reductions to accrual balances.

As restated, consolidated revenues were $32.2 billion in 2002,
$37.7 billion in 2001, and $39.3 billion in 2000. These results
include the revenues of Embratel, the Company's Brazilian
affiliate. The Company had a net loss of $9.2 billion in 2002,
$15.6 billion in 2001, and $48.9 billion in 2000, including the
restatement adjustments.

The Company is continuing work on its 2003 financial statements
and expects to emerge from Chapter 11 protection in April 2004.

The restatement process and the resulting accounting adjustments
are described in the Company's 10-K report, available at
http://www.mci.com/investor.

PR Contact:  Name:  Peter Lucht
             Tel:  (800) 644-NEWS

PR Contact:  Name:  Brad Burns
             Tel:  800-644-NEWS

PR Contact:  Name:  Gregory Pettit
             Role:  Investors
             Tel:  (877) 624-9266


PARMALAT BRASIL: Court Reinstates Rocha As Administrator
--------------------------------------------------------
Keyler Carvalho Rocha, a former Brazilian central bank director,
will remain an administrator of the main Brazilian unit of
Italian food group Parmalat, according to an article appearing
on www.stuff.co.nz. This, after Sao Paulo Judge Roque Mesquita
reversed an injunction that ordered Rocha to step down and
return control of the struggling subsidiary to its parent
company by reinstating Ricardo Goncalves as chief executive of
Parmalat Brasil Industria de Alimentos.

Rocha, who was appointed by a separate Sao Paulo judge on
February 11 to run Parmalat Brasil, can stay on the job for now
- at least until a higher court rules on the merit of the
subsidiary's request for bankruptcy protection.

"Now we're back to where we were before the injunction, with the
court-appointed management in charge," said a spokeswoman for
Parmalat Brasil's press office.


VARIG: Awaits Aerolineas' Offer To Buy Pluna Stake
--------------------------------------------------
Brazil's leading airline Varig indicated Monday that it is
willing to accept an offer from Argentina's flagship airline
Aerolineas Argentinas to buy its stake in Uruguayan airline
Pluna, suggests Reuters. Varig expects Aerolineas to present its
offer within 30 days.

"If they make an unrefusable offer, we'll accept it," Alberto
Fajerman, Varig's commercial director said, adding that Varig
wasn't seeking to sell Pluna but had been approached by
Aerolineas.

Pluna registers a monthly turnover of about US$6,500, equivalent
to a day's revenue for Varig, according to Fajerman. Varig has a
49% stake in the Uruguay airline and manages the company.

The Argentinean airline, which is under the control of private
Spanish consortium Air Comet, is seeking to buy Pluna as part of
its expansion operations in Latin America.

CONTACT:      VARIG (Viacao Aerea Rio-Grandense, S.A.)
              Rua 18 de Novembro No. 800, Sao Joao
              90240-040 Porto Alegre,
              Rio Grande do Sul, Brazil
              Phone: (51) 358-7039/7040
                     (51) 358-7010/7042
              Fax: +55-51-358-7001
              Home Page: www.varig.com.br/english/
              Contacts:
              Dorival Ramos Schultz, EVP Finance and CFO
              E-mail: dorival.schultz@varig.com.br

              Investor Relations:
              Av. Almirante Silvio de Noronha,
              n  365-Bloco "B" - s/458 / Centro
              Rio de Janeiro, Brazil



=========
C H I L E
=========

AES GENER: S&P Upgrades Corporate Credit Rating to `BB+'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned Monday its final
'BB+' rating to AES Gener S.A.'s US$400 million 7.5% 10-year
144A bonds to be issued in March 2004. Since the placement will
be US$100 million greater than the original amount planned, this
bond issue should take the place of the previously expected $75
million syndicated loan.

In addition, as indicated by the research update published on
Feb. 25, 2004, Standard & Poor's has also raised the company's
corporate credit rating to 'BB+' from 'B' and removed the rating
from CreditWatch with positive implications.

The outlook is stable.

"The upgrade reflects the projected significant improvement of
the company's financial profile due to its debt restructuring
plan that should result in consolidated debt reduction of around
US$300 million and a significant extension of the company's
financial debt," said Standard & Poor's credit analyst Sergio
Fuentes.

"The bond issuance is an important step in the company's
restructuring plan which, so far, has been advancing as
expected," continued Mr. Fuentes.

Standard & Poor's also said that the 'BB+' ratings on AES Gener
reflect the company's improved financial profile but still
indicate relatively weak financial flexibility and ratios.

The ratings also incorporate the cash flow dependence on weather
conditions, which influence margins through the level and cost
of energy purchases needed to comply with contracts. However,
the company benefits from relatively large long-term sale
contracts with solid offtakers.

The stable outlook reflects Standard & Poor's expectations that
the company's financial performance will significantly improve
due to the proposed deleveraging. In addition, the outlook
incorporates lower debt and the projected attractive node prices
and high levels of demand growth in the SIC.

ANALYSTS:  Sergio Fuentes, Buenos Aires (54) 114-891-2131
           Marta Castelli, Buenos Aires (54) 114-891-2128



=============
E C U A D O R
=============

PETROECUADOR: Declares State of Emergency To Hasten Sote Repair
---------------------------------------------------------------
A state of emergency has been declared by Petroecuador to speed
up repairs on its damaged Sote oil pipeline, Business News
Americas reports, citing a statement from Pedro Espin, President
of the state oil company.

Caused by a landslide on March 11, the "serious damage" to the
Sote and the Shushufindi-Quito multi-product pipeline in the
areas of Jatuntinahua, Guagrayacu and Los Laureles prompted the
decision, the statement said.

The Sote was ruptured at Jatuntinahua, dented at Guagrayacu and
covered by a river at Los Laureles, a Petroecuador spokesperson
told Business News Americas.

The state of emergency allows Petroecuador to directly hire
contractors to do the repairs without having to go through the
usual bidding process. The state-run company lacks the equipment
and personnel to carry out the repair work itself quickly,
especially under unfavorable weather conditions with heavy rain,
the spokesperson said.

The spokesperson added that all the repair contracts are
expected to be finalized by March 16 at the latest, and that the
repair work will take about 25-30 days.

Without commenting on the amount allocated for the repair work,
the spokesperson said Petroecuador has "enough resources" to pay
for the contracts.

So as not to compromise the Company's production, Mr. Espin has
also approved an emergency plan, which would allow Petroecuador
crude to be transported through the privately-owned OCP heavy
crude pipeline. Though also shut down last week because of the
landslide, the OCP pipeline was expected to be operational by
March 15.

In line with an existing norm that allows the state to transport
crude on the OCP, the spokesperson said Petroecuador plans to
sign a temporary transport contract, which will be valid until
the Sote resumes operations, with the OCP when necessary.

OCP has a transport capacity of 450,000 barrels a day (b/d) and
private companies are transporting about 180,000b/d, which
leaves a capacity of 270,000b/d available, the spokesperson
said.

Petroecuador should be able to transport 100% of its current
production, some 198,000b/d, on the OCP, starting with crude
stored at its Lago Agrio storage tanks.

Petroecuador will ship crude to the OCP through its existing
connection between the Sote and OCP located at km 4 on the Sote
pipeline in the Lago Agrio field.

The state-owned company will have a preferential transport cost
of US$2 a barrel on the OCP, but that is still much more that
the US$0.40/b it pays on the Sote.



===========
M E X I C O
===========

DESC: Credit Ratings Affirmed, CreditWatch Removed
--------------------------------------------------
Standard & Poor's Ratings Services affirmed Monday its 'B+'
long-term foreign and local currency corporate credit ratings on
Desc S.A. de C.V. (Desc) and its auto-parts subsidiary, Desc
Automotriz S.A. de C.V. The ratings were removed from
CreditWatch, where they were placed on December 19, 2002. The
outlook is negative.

Standard & Poor's also raised its rating on Desc's notes due
2007 to 'B+' from 'B'. The rating assigned to the notes reflects
the new guarantee structure that includes the guarantee of a
number of Desc subsidiaries and asset collateral that mitigates
the structural subordination of the notes.

"The rating actions reflect the completion of the company's debt
restructuring," said Standard & Poor's credit analyst Jose
Coballasi. "The rating actions also consider a proposed capital
increase that would raise $248 million that will be used to pay
down debt."

The ratings on Desc and Desc Automotriz are equalized and
reflect the consolidation of the administrative and cash
management functions at the parent company level.

The negative outlook reflects the challenges faced by Desc to
improve its operating performance and financial profile.
Continued weakness in the company's key financial ratios and
liquidity could lead to a negative rating action. Improvements
in the company's operating performance, liquidity, and key
financial ratios could lead to a stable outlook.

Desc is a diversified holding company and one of the largest
companies in Mexico. Its subsidiaries operate in the autoparts
(through Desc Automotriz), chemical, food, and real estate
sectors. Desc Automotriz is one of Mexico's largest independent
auto parts manufacturers.

ANALYST:  Jose Coballasi, Mexico City (52) 55-5081-4414


DESC: Moody's Taxed Mixed Ratings Actions
-----------------------------------------
Moody's Investors Service took various actions on the ratings of
the securities issued by Mexican industrial conglomerate Desc.
The ratings agency downgraded Desc's Senior Implied rating to B3
from B2 and the Company's Senior Unsecured Issuer Rating to Caa2
from Caa1 (this rating assumes no upstream guarantees).
Simultaneously, the ratings agency upgraded Desc's US$73 million
of 8.75% Senior Notes due 2007 to B3 from Caa1. The outlook is
stable. These ratings actions conclude the review for possible
downgrade.

Desc's Senior Implied rating reflects the challenges that the
Company continues to face in its autoparts and chemical
divisions.

The upgrade on Desc's Senior Notes due 2007 is mainly due to a
result of beneficial changes in the characteristics of these
debt instruments following the recent debt restructuring.

The stable outlook incorporates a number of expectations
including a marginal improvement in Desc's autopart sector as a
result of a slightly higher demand from current OEM clients, a
more stable performance in the chemical sector and continued
volatility in the food and real estate operations.

The stable outlook also reflects Moody's' expectation that the
company will be successful in its upcoming rights offering, that
Desc will use proceeds from this transaction to pay down part of
its outstanding debt and improve its liquidity position, and
that the expected debt reduction will help the company to
generate sustainable positive free cash flow in the near term.


EMPRESAS ICA: Settles Bond Payment
----------------------------------
Empresas ICA Sociedad Controladora (NYSE and BMV: ICA) paid off
the remaining US$92 million of a 10-year convertible bond that
carried a 5% coupon, the Mexican construction company said in a
filing to the local bourse. Citing the filing, Dow Jones reports
that the debt was issued in 1994 for a total US$475 million.

The Company recently completed US$682.4 million in structured
long term financing for the El Cajon Hydroelectric Project. The
financing package includes a US$452.4 million syndicated loan
due August 2007 and US$230 million in bonds due May 2008. The
syndicated loan will pay 3 percentage points above Libor, with a
maximum 6% through Libor hedges, while the bonds will pay an
annual 6.5%.

The financing is the largest structured transaction completed in
Mexico for a project of this type, and secures all funds
required to complete the project.

Empresas ICA is Mexico's largest engineering, construction and
procurement company in terms of revenues and assets

CONTACT:  Dr. Jose Luis Guerrero
          (5255) 5272-9991 x2060
          jose.guerrero@ica.com.mx

          Lic. Paloma Grediaga
          (5255) 5272-9991 x3470
          paloma.grediaga@ica.com.mx


SIDEK-SITUR: Sells Hotels for $100M
-----------------------------------
Mexico's Sidek-Situr Group is selling nine hotels to local hotel
groups Palace and Real Resort for US$100 million, EFE reports,
citing industry officials. The complex transaction involves
hotel chains Sierra, Plaza las Glorias and Continental, with
properties strategically located throughout several Mexican
states, including Los Cabos (Baja California); Manzanillo
(Colima); Ixtapa and Zihuatanejo (Guerrero); Nuevo Vallarta (in
Nayarit and Cancun); and Playa del Carmen and Cozumel (Quintana
Roo).

The nine hotels that belonged to Situr, which is in the process
of being liquidated, and its affiliate Sidek, are owned by the
Martinez Guitron family and employ some 2,300 people.

Some of the hotels are in a state of disrepair, but the new
owners hope to renovate the properties and convert them into
some of the most desirable destinations on the market.



=======
P E R U
=======

* Peru Advances in IMF Talks
----------------------------
The International Monetary Fund (IMF) said Friday its first
round of talks with Peru to grant it a new line of credit made
good progress, reports Reuters.

"Discussions have advanced significantly and the mission will
continue to work extensively with the authorities toward the
successful conclusion of talks in the coming weeks," Gilbert
Terrier, head of the IMF mission to Peru, said.

The new agreement is expected to be similar to the $380 million
stand-by agreement the IMF approved in February 2002, which has
now expired. Peru did not draw on the loan, the fund said.

Peru's adherence to the orthodox economic and fiscal policies
that have generated solid growth since 2002 has the IMF's
support.  The IMF, however, also told the government that to
promote stronger economic expansion and create more jobs, it
should implement reforms.

"The mission underlined the good performance of the Peruvian
economy. In a favorable external context, economic activity will
continue growing and external accounts continue to strengthen,"
Terrier said.

"The mission hopes this good performance will continue.... This
depends on the determination of the authorities to continue to
implement prudent macroeconomic policies and to advance with
their reform program," he added.

Peru met its budget deficit target of 1.9 percent of gross
domestic product (GDP) in 2003 and has set its 2004 deficit goal
at a more austere 1.4 of GDP, while targeting inflation of 2.5
percent this year.

The finance ministry expects GDP growth of 4 percent in 2004
after growth of 3.97 percent in 2003 and 4.9 percent in 2002.

But despite the encouraging numbers, the economy has been unable
to create jobs, a problem that has been bugging President
Alejandro Toledo.

At a time when President Toledo, whose approval rating stands at
just 10 percent, labors to up his ratings and distance himself
from a run of recent government corruption scandals, access to
capital is seen as vital in reassuring investors the government
will not default on the US$5.6 billion it owes international
bondholders.



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S U B S C R I P T I O N   I N F O R M A T I O N

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